Rearrangements in the Structure of the Group – acquisition of the minority share in AS Gustaf

July 31, 2014 02:31 ET | Source:Merko Ehitus

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Tallinn, Estonia, 2014-07-31 08:31 CEST (GLOBE NEWSWIRE) --

AS Merko Ehitus continues to implement the activity plan announced in the beginning of 2014 to make changes in the structure of the group companies for the purpose of more effective management and saving on the administrative costs. As part of the activity plan, holdings in non-significant subsidiaries will be reviewed and possible restructurings, acquisitions or transfers of companies will be decided. The activity plan will not affect the significant subsidiaries, nor will they have a significant effect on the group’s financial results.

A subsidiary of AS Merko Ehitus group, AS Merko Ehitus Eesti, signed an agreement on 31 July 2014 for the transfer of 7,5% holding in the subsidiary AS Gustaf from the current co-shareholders and members of the management board Mr. Raigo Jaanuste and Mr. Ago Randorg. After the acquisition of the minority share, AS Gustaf will become a 100% subsidiary of AS Merko Ehitus Eesti.

The share capital of AS Gustaf is EUR 191,735, of which the holding of AS Merko Ehitus Eesti with a nominal value of EUR 177,355, comprises 92,5%, the holding of Raigo Jaanuste with a nominal value of EUR 9,587 made up 5% and the holding of Ago Randorg with a nominal value of EUR 4,793 made up 2,5%. The holding was acquired with the purpose of re-arranging the structure of the group companies. The principal area of activity of the construction company AS Gustaf is general contracting of construction, mainly in the western and southern regions of Estonia. Following the acquisition of 100% shares in AS Gustaf, the principal area of activity of the company will be changed to real estate development.

On 1 August 2014, AS Merko Ehitus Eesti will pay the sellers 95% of the shares sales price of EUR 89,058. The final sales price will be calculated in accordance with the audited 2015 annual report of AS Gustav, on the basis of the designated equity. AS Merko Ehitus Group considers the additional influence of adjustments of the sales price to be immaterial.

The transaction is not to be treated as a significant transfer for the purposes of the “Requirements for Issuers” section of the NASDAQ OMX Tallinn Stock Market rules, but it is to be considered a transaction with a related party – Raigo Jaanuste and Ago Randorg as the members of the management board and the shareholders of AS Gustaf. As a result of the share transfer, the transaction will have no influence on the consolidated profit, assets and liabilities of AS Merko Ehitus group. AS Merko Ehitus confirms that neither AS Merko Ehitus Eesti nor AS Merko Ehitus’s management board and supervisory board members are in any way personally interested in the transaction.

AS Merko Ehitus (http://group.merko.ee) comprises the leading Estonian construction company AS Merko Ehitus Eesti, the Latvian market based SIA Merks and the Lithuanian market based UAB Merko Statyba as well as the group’s real estate development business unit together with companies holding real estate properties. As at the end of 2013, the group employed 860 people and the 2013 revenue amounted to EUR 262.7 million.

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